This Amendment No. 5 to Schedule 13D (the "Amendment") amends and supplements, as set forth below, the information contained in Items 1, 2, 4, 5, and 6 of the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 6, 2002, as amended by Amendment No. 1 to Schedule 13D filed July 14, 2003, Amendment No. 2 to Schedule 13D filed May 25, 2004, Amendment No. 3 to Schedule 13D filed May 7, 2008, and Amendment No. 4 to Schedule 13D filed July 16, 2014. All defined terms refer to terms defined herein or in the Schedule 13D as previously amended.
This Amendment reports a greater than 1% decrease in the percentage of shares of Common Stock beneficially owned by the Reporting Persons as a result of the transfer of 35,000 shares of Common Stock by BZ&Co., as described in Item 5, below.
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Item 1
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Security and Issuer
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This statement relates to the Common Stock, No Par Value (the "
Common Stock
"), of FCCC, Inc., a Connecticut corporation
(the "
Issuer
"), whose principal executive offices are located at
3502 Woodview Trace, Ste. 200, Indianapolis, Indiana 46268.
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Item 2
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Identity and Background
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(a), (b), (c) and (f). This Statement on Schedule 13D, as amended, is filed on behalf of Bernard Zimmerman & Company, Inc., a Connecticut corporation ("BZ&Co."), and Bernard Zimmerman, a United States citizen ("Zimmerman," and collectively with BZ&Co., the "Reporting Persons"). Zimmerman, as President and sole owner of BZ&Co., is deemed a beneficial owner of the shares owned by BZ&Co. The principal business of BZ&Co. is financial and management consulting. The principal occupation or employment of Zimmerman is President and sole owner of BZ&Co. The business address for the Reporting Persons is
18 High Meadow Rd., Weston, Connecticut 06883.
(d) and (e). During the last five years, neither of the Reporting
Persons has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
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Item 4
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Purpose of Transaction
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The Reporting Persons acquired the shares of Common Stock for investment
purposes and the Reporting Persons do not have any plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a)-(j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals regarding the Issuer or its investment in the Issuer.
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Item 5
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Interest in Securities of the Issuer
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(a) The Reporting Person beneficially owns 206,800 shares of Common Stock, representing approximately 6.0% of the outstanding Common Stock of the Issuer, based on 3,461,022 shares of Common Stock of the Issuer outstanding as reported by the Issuer on its Form 10-Q for the period ended June 30, 2017, as filed with the Securities and Exchange Commission on August 11, 2017.
(b) The Reporting Person has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, over 206,800 shares of Common Stock of the Issuer.
(c) During the past sixty days, the Reporting Persons effected the following transactions in the Issuer’s Common Stock:
On August 25, 2017, BZ&Co. transferred an aggregate of 35,000 shares of Common Stock of the Issuer to the following persons in the following amounts: Michael L. Goldman, 10,000 shares; Jay Miller, 10,000 shares; Duane L. Berlin, 10,000 shares; Philip J. Kahn, 3,000 shares; Shari Saltarelli, 1,000 shares; and Carolyn Moylan, 1,000 shares. All of the transfers were effected for no consideration, in private transactions.
(d) No person other than the Reporting Persons have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the securities reported in this statement.
(e) Not applicable.
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Item 6
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Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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There are no contracts, arrangements, understanding or
relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
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Item 7
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Materials to Be Filed as Exhibits.
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Not Applicable.
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